Terms and Conditions

Schäfer GmbH & Co. KG

Vierhausen 7

DE-49324 Melle


 

1. General

1.1. All of our deliveries, services and other additional services shall be subject exclusively to the following conditions. The following conditions of sale and delivery are an integral part of any delivery contract entered into by the seller.

1.2. The purchaser’s conditions of purchase are hereby rejected. They will also not be recognised even if we have not expressly rejected them again upon receipt. These delivery and payment conditions shall be deemed to be accepted at the latest upon receipt of the goods delivered by us.

1.3. Verbal agreements that deviate from these general sales conditions are only valid if they are confirmed in writing by the seller.

1.4. Any discrepancies in the performance of the transaction do not give the purchaser the right to alter the terms and conditions.

1.5. The conditions of sale of our suppliers are expressly rejected, all purchase agreements shall be carried out exclusively in accordance with our general terms and conditions and shall be deemed to have been tacitly accepted.

1.6. The supplier undertakes not to offer or deliver any wood sourced from illegal logging operations. The supplier moreover commits to carrying out due diligence inspections in accordance with the regulations laid down by the European Commission and to assess the risks involved in delivery. The corresponding documents are to be retained for 5 years and must be handed over upon request.


 

2. Quotations

2.1. Our quotations are non-binding. Contracts and other agreements - especially if they deviate from our terms and conditions - only become binding once we have provided confirmation in writing or by telex.

2.2. Our quotations do not include any special benefits.


 

3. Samples

3.1. If a sale is made based on a sample, that sample serves only as an example to demonstrate the character or type of a product.

3.2. We reserve the right to change licensor at any time.

3.3. We reserve the right to make technical alterations that are necessary due to revisions to legal provisions or to requirements set out by the inspection authority.


 

4. Order acceptance


 

4.1. Our deliveries shall be made on the precondition that the buyer is solvent and creditworthy. We are entitled to the usual securities for our receivables, no matter whether they are conditional or of limited duration.

4.2. Should it turn out that these preconditions no longer apply, we have the right to withdraw from the contract at any time or to amend the contractual terms as appropriate.

4.3. In the event that a delivery has already taken place, rights of retention may be exercised in addition to legal claims.


 

5. Delivery periods

5.1. Agreements regarding delivery dates require written confirmation from us.

5.2. We are not accountable for delays to delivery or performance due to force majeure or events that make delivery significantly more difficult or impossible for us - including strikes, lock-outs, official decrees etc., even if they affect our suppliers or their own suppliers - even if binding dates and deadlines have been agreed. They entitle us either to postpone the delivery or service for the duration of the impediment and moreover to an appropriate start-up period, or to withdraw from the partially fulfilled contract due to the as yet unfulfilled part of the order. Should the delivery period be extended or if we are released from our obligations, the purchaser is not entitled to claim for damages.

5.3. Should the purchaser suffer damages as a result of binding deadlines having been missed or in the event of a delay on our part, the purchaser is entitled to the exclusion of all further claims to claim compensation, provided they are able to prove damages were incurred as a result of the delay. The amount of damages to be paid is 0.5% of the value of the delayed product for every full week of delay. The overall amount shall not exceed 5% of the invoice value of the affected deliveries and services.

5.4. We are entitled to make partial deliveries and perform partial services at all times.

5.5. Should the purchaser request that the delivery be delayed, the order will be charged a storage fee amounting to 1% of the invoice amount for each month commenced, starting from the point at which the original delivery was scheduled.

5.6. The purchaser may not withdraw from an order that has already been confirmed. Should the purchaser nonetheless withdraw from the contract with our approval before the order has been finalised, we are then entitled to claim compensation amounting to 30% of the value of the order. If production of the goods has already begun, the costs already accrued shall be added to the compensation value of 30%.

5.7. Call-off orders shall only be executed following special written agreement from both parties.

5.8. If an order placed with us is not cancelled in writing within 24 hours, it will be deemed to have been accepted.


 

6. Delivery and transfer of risk

6.1. Confirmed delivery dates are binding.

6.2. The delivery process begins when the order leaves our factory premises; it is at this point that the transfer of risk to the recipient takes place. The risk is likewise transferred to the purchaser as soon as the consignment is handed over to the person carrying out the shipment and assigned subcontractor has left our warehouse in order to carry out the shipment.


 

6.3. It is the responsibility of the customer to acquire transit insurance and other types of insurance for products delivered by us from our factory.

6.4. Should the shipment be delayed or impossible through no fault of ours, the risk as transferred to the purchaser as soon as the consignment is indicated as ready for shipment.

6.5. The seller reserves the right to choose the shipment type and route.

6.6. If our products leave the confines of the Federal Republic of Germany, the seller shall assume no product liability.


 

7. Condition and guarantees

7.1. Obvious defects should in every case be reported immediately, or at the latest within three working days. This period begins on the day when the purchaser takes receipt of the goods. The warranty period is usually six months. In the event of obvious defects, short delivery or incorrect delivery, after three days following delivery the purchaser can no longer assert any rights. The same applies if the goods have been altered in any way or resold.

7.2. In the event of non-obvious and hidden defects which could not be spotted even when carefully examined by an expert, the defects should be reported immediately upon being discovered, and at the latest within five working days. The obligation to examine as per Section 377 of the German Commercial Code (HGB) remains unchanged and apply equally to non-registered merchants.

7.3. Assured characteristics are to be marked as such explicitly as a guarantee according to Section 459 Paragraph 2 of the German Civil Code. A reference to DIN standards fundamentally refers only to the product’s compliance with standards and does not represent an assurance on the part of the seller, unless such an assurance has expressly been arranged.

7.4. Any claims submitted by the purchaser in the event of defective delivery shall be limited to the subsequent delivery of faultless goods in due course. As an alternative, however, the seller is also free to repair or otherwise resolve the defect, likewise within a reasonable timeframe. Any further claims on the part of the purchaser, especially claims for damages due to a positive breach of contract, culpa in contrahendo and tort, are excluded, unless they are due to wilful intent or gross negligence on the part of the seller, a legal representative or vicarious agent. Even in such cases as these, our liability is limited to damages that were foreseeable when the contract was concluded.


 

7.5. No liability shall be accepted for normal wear and tear. The seller shall not be liable for damage caused by third parties.

7.6. Warranty claims against us shall only be made by our contractual partner and cannot be transferred to a third party.


 

8. Prices

8.1. Our prices refer to the scope of services as set out in the specification of services. The prices are quoted ex works if not expressly otherwise agreed in writing.

8.2. The unloading time must be kept as short as possible in accordance with the scope of delivery and must not exceed 60 minutes at the most. If the time limit is exceeded, the seller shall charge at least an additional 50 Euros per hour.

8.3. All prices quoted are net prices and do not include the applicable VAT, which shall be added at the tax rate as calculated on the day when the tax liability is incurred.

8.4. Fixed prices for a particular scope of delivery require require a special written agreement.

8.5. The agreed prices are based on the relevant costs of materials and wages among other things on the quotation date.

8.6. Any increases to the aforementioned costs between the creation of the quote and the conclusion of the order entitle the seller to raise the contract prices accordingly.

8.7. We are entitled accordingly to raise the prices contained without our quotations if the actual figures differ from those quoted in the costing documents.

8.8. The pallets are governed by the daily market prices and can therefore be adjusted by us at any time.


 

9. Securities

9.1. We expressly reserve the right to demand the provision of securities at any time before or following a completed sale, as well as the right to refuse to deliver goods until such securities are forthcoming. This demand does not equate to the seller defaulting on an agreed delivery date.

9.2. The seller is entitled to put the purchaser in default should they delay a payment, in picking up the goods or in providing securities.


 

10. Payment

10.1. The invoice amount is to be paid in accordance with Section 284 Paragraph 3 of the German Civil Code (BGB).

10.2. Payments must be made in Euros.

10.3. Cheques shall not be considered as payment and will only be credited once they have been honoured by the drawee bank.

10.4. There is no obligation to accept bills of exchange, which in any event do not entitle the purchaser to any form of discount.

10.5. The purchaser is not entitled to a right of retention. If the purchaser is not a merchant, they shall have a right of retention provided that it is based on the same contractual relationship. The offsetting of counter-claims is only permitted to the extent that these are recognised by us as existing and due or have been established by legal process.

10.6. In accordance with the Act Concerning the Acceleration of Due Payments (Gesetz der Beschleunigung fälliger Zahlungen) of 30.03.2000 (BGBI. I. No. 14), if the invoice has not been paid within 30 days, interest of 5% over the base interest rate shall be applied without warning pursuant to Section 1 of the Discount Rate Transitory Act (Diskontsatz-Überleitungs-Gesetz) of 09.06.1998 (BGBI. I. S. 1242).

10.7. All of our claims shall be due immediately irrespective of the maturity if the terms of payment are not adhered to or if we are made aware of circumstances that give us cause to reduce the credit-worthiness of the buyer. We are also then entitled only to complete outstanding deliveries against advance payment and to withdraw from the contract after a reasonable period or to claim damages for non-fulfilment. In addition we can refuse permission for the resale and processing of the delivered goods and demand their return or the transfer of the indirect possession of the delivered goods at the cost of the purchaser. In such cases, the purchaser hereby authorises us to enter the purchaser’s premises and to remove the delivered goods.

10.8. Should a bank be unable to meet its payment obligations during a transaction through no fault of Schäfer Paletten, no recourse can be sought against Schäfer Paletten.

10.9. Should the purchaser’s bank be unable to carry out a payment during a transaction through no fault of ours, we do not forfeit our claims against the purchaser.

11. Retention of title

11.1. We shall retain the title to the deliverable until we have received all payments stipulated in the supply contract. In the event of breach of contract on the part of the purchaser, in particular with regard to payments, we are entitled to take back the devlierable; the purchaser shall be obliged to surrender the goods. In the event that we take back the deliverable, provided that the provisions for consumer credit do not apply this action does not represent our withdrawal from the contract, unless we have expressly stated so in writing. Any seizure of the deliverables will invariably trigger our withdrawal from the contract. In the event of seizure of the goods or an intervention by a third party, the purchaser shall inform us of such without delay so that we can take legal action in accordance with Section 771 of the Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and out-of-court costs of a legal suit in accordance with Section 771 of the ZPO, the purchaser shall be liable for any losses incurred.

11.2. The purchaser is entitled to resell the deliverables in the ordinary course of business; however the purchaser hereby assigns to us all the claims equivalent to the final invoiced amount (including VAT) that arise from reselling the goods to the purchaser’s customers or third parties, irrespective of whether the delivered goods were processed before resale. The purchaser shall remain entitled to pursue this claim even after assignment. Our right to collect the claims ourselves remains unaffected; we nevertheless undertake not to collect these claims so long as the purchaser duly meets its payment obligations and is not in default. Should this be the case, however, we can demand that the purchaser inform us of the assigned claims and the indebted parties, and that the purchaser provides us with the necessary information and hands over the documents required for collection and informs the debtors (third parties) of the intention to collect.

11.3. The processing or alteration of the deliverables shall always be carried out for us by the purchaser. Should the deliverables be altered using objects not belonging to us, we acquire co-ownership of the new item at the ratio of the value of the deliverables to the other altered objects at the time of the alteration. The same moreover applies for reserved goods as for the objects arising from such alterations.


 

11.4. Should the deliverables be inseparably mixed with items not belong to us, we acquire co-ownership of the new item at the ratio of the value of the deliverables to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the purchaser’s item is considered the main item, it will be deemed as agreed that the purchaser shall transfer proportional co-ownership rights to us. The purchaser shall preserve sole ownership or co-ownership rights for us.

11.5. We undertake to release upon the purchaser’s request the securities to which we are entitled provided that the value thereof does not exceed the value of the claims to be secured, if these have not yet been settled, by more than 20%.

12. Liability

12.1. Claims for damages against us or against our vicarious agents are excluded provided that no acts of wilful or gross negligence were committed.

12.2. Our liability shall otherwise be determined exclusively by the relevant agreements set out in the clauses above. All claims that have not been expressly acknowledged in these clauses, even claims for damages - irrespective of their legal basis - are excluded as far as legally permissible.

12.3. Residues of sawdust on the pallets are not grounds for claiming damages, as the sawdust sticks to the boards during the sawing process. This is particularly relevant in the winter months when the wood is cut.

13. Place of performance and jurisdiction

13.1. The laws of the Federal Republic of Germany apply to these terms and conditions and all legal relations, even those with customers based outside of the Federal Republic of Germany.

13.2. The place of performance for the payment of purchase prices and other services to be performed by the purchaser shall always be the commercial premises of the seller.

13.3. If our customer is a merchant as defined by the German Commercial Code (Handelsgesetzbuch, HGB), a legal person governed by public law or separate public legal entity, it is agreed that the commercial premises of the seller shall be the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.


 

13.4. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of any other provisions or agreements. The invalid provision shall be replaced by a valid one which most closely reflects what would have been agreed between the parties had they previously had knowledge of the nullity of the invalid provision.